Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. (a) None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrowerand will not permit any Restricted Subsidiary to, merge into or consolidate with any Subsidiary Term Borrower other Person, or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and (if any party to such merger or which is permitted as a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatDisposition under Section 6.04, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Restricted Subsidiary may Dispose of its assets and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries to the Borrower or to another Restricted Subsidiary or in a transaction which is permitted as a Disposition under Section 6.04 and (other than a iv) any Restricted Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving which is in the nature of a sale of a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the Capital Stock of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, then (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and another Subsidiary; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary, and (other than iv) any Subsidiary may sell, lease, transfer or otherwise dispose of (in a Subsidiary Loan Partysingle transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the Capital Stock of its Subsidiaries or may liquidate or dissolve if the Parent Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, however, that in no event shall any such merger involving a Person that is merger, consolidation, sale, transfer, lease or other disposition whether or not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also otherwise permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit 7.3 have the effect of releasing the Borrower from any Permitted Acquisitionof its obligations and liabilities under this Agreement or the other Loan Documents.

Fundamental Changes. (a) None The Borrower will not, and will not permit any of Holdingsits Subsidiaries to, the Parent Borrowermerge into or consolidate into any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party (provided thatParty, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of Holdings, the Parent Borrower, any Subsidiary Term The Borrower or any Foreign Subsidiary Borrower willshall not, nor will they shall it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or wind up, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Borrower) may merge into any Restricted Subsidiary in a transaction in which the surviving entity is is, or upon the effectiveness of such merger will become, a Restricted Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is is, or upon the effectiveness of such merger will become, a Subsidiary Loan Party (provided thatParty, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Asset Sale permitted under Section 6.04 may be structured as a merger or consolidation and (iv) any Restricted Subsidiary (other than a Subsidiary Loan Party) may wind up, liquidate or dissolve if (A) the Parent Borrower determines in good faith that such winding up, liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the LendersLenders and (B) with respect to any winding up, liquidation or dissolution of a Subsidiary Loan Party, all distributions in respect of Equity Interest of such Subsidiary Loan Party resulting from such winding up, liquidation or dissolution shall be made to the Borrower or other Subsidiary Loan Parties; provided that any such merger involving a Person that is not a wholly owned Wholly Owned Restricted Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section Sections 6.02, 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition6.08 and 6.14, as applicable.

Fundamental Changes. (a) None of HoldingsExcept as permitted by Section 7.6, the Parent BorrowerBorrower will not, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party (provided thatParty, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the LendersLender; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. Notwithstanding the foregoing, this Section 6.03 the Borrower and the Guarantors shall not prohibit any Permitted Acquisitionbe permitted to transfer real properties to SPE Subsidiaries for the purpose of permanent financing of such properties.

Fundamental Changes. (a) None of HoldingsThe Company will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into, amalgamate with or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into into, amalgamate with or consolidate with it, or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary (and (A) if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary BorrowersDesignated Subsidiary, the surviving entity is a Designated Subsidiary and (B) if any party to such merger is a Borrower, the surviving entity is a Borrower), (iii) any acquisition permitted under Section 6.04 may be accomplished by a merger of such mergers shall be one or more Subsidiaries in a transaction in which the surviving entity is a Subsidiary Term Borrower or (and (A) if any party to such merger is a Foreign Designated Subsidiary, the surviving entity is a Designated Subsidiary and (B) if any party to such merger is a Borrower, as the case may besurviving entity is a Borrower) and (iiiiv) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Parent Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower Company and is not materially disadvantageous to the Lenders; provided that any such merger or amalgamation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (ia) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (iib) any Subsidiary Person, including any Affiliate, may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and Subsidiary, (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiic) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (other than a d) any Subsidiary Loan Party) may liquidate or dissolve if or the Parent Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of the assets or stock of any Subsidiary if, in each case, the Borrower determines in good faith that such liquidation liquidation, dissolution, sale, transfer, lease or dissolution other disposition is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders, (e) the Borrower may sell, transfer, contribute or otherwise dispose of all or substantially all the assets of or all or substantially all the stock of a Subsidiary in connection with an investment made pursuant to clause (o) of the definition of “Permitted Investments” and Section 7.08 and (f) the Borrower and the Subsidiaries may sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets of a Subsidiary, or all or substantially all the stock of a Subsidiary; provided that any such merger involving a Person that is the aggregate amount of all dispositions pursuant to this clause (f) shall not a wholly owned Subsidiary exceed five percent (5%) of Consolidated Total Assets (determined as of the fiscal quarter of the Borrower ending immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, date of the initial disposition pursuant to this Section 6.03 shall not prohibit any Permitted Acquisitionclause (f)).

Fundamental Changes. (a) None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with itany of them, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers merger involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers merger shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Person, including any Affiliate, may merge into with any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatSubsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets or stock to the Borrower or to another Subsidiary, (other than a iv) any Subsidiary Loan Party) may liquidate or dissolve if or the Parent Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of the assets or stock of any Subsidiary if, in each case, the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that , (v) the Borrower and its Subsidiaries may sell immaterial businesses, including Subsidiaries, in the ordinary course of business and (vi) any such merger involving Subsidiary formed for the purpose of acquiring a Person that is not or a wholly owned Subsidiary immediately prior to minority interest in any Person may merge into such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted AcquisitionPerson.

Fundamental Changes. (a) None of Holdings, the Parent Borrower, any Subsidiary Term The Borrower or any Foreign Subsidiary Borrower willwill not, nor will they it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate liquidate, wind up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationentity, (ii) subject to Section 6.20, any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and (and, if any party to such merger is a Subsidiary Loan Party) is , a Subsidiary Loan Party Party, (provided that, iii) any Subsidiary may merge or consolidate with respect any other Person in order to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be effect a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) Permitted Acquisition and (iiiiv) any Subsidiary (other than a Subsidiary Loan Partythe Borrower) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that (x) any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding 6.04 and (y) any such liquidation or dissolution involving a License Subsidiary of the foregoing, this Section 6.03 Borrower shall not prohibit any Permitted Acquisitionbe permitted unless such License Subsidiary conveys, leases, sells, transfers or otherwise disposes of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired, to a License Subsidiary.

Fundamental Changes. Merge, dissolve, liquidate or consolidate with or into another Person, except that so long as no Default exists or would result therefrom, (a) None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to may merge into or consolidate with itany of its Subsidiaries provided that the Borrower is the continuing or surviving Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (ib) any Subsidiary may merge into or consolidate with any other Subsidiary provided that, except in the Parent Borrower in case of a transaction in which Permitted Integration Transaction, if a Loan Party is a party to such transaction, the Parent Borrower continuing or surviving Person is the surviving corporationa Loan Party, (iic) the Borrower or any Subsidiary may merge into with any Subsidiary other Person in connection with a transaction in which Permitted Acquisition provided that (i) if the surviving entity Borrower is a Subsidiary and (if any party to such merger transaction, the Borrower is the continuing or surviving Person and (ii) if a Loan Party is a Subsidiary Loan Party) is a Subsidiary party to such transaction, such Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, is the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary BorrowerPerson, as the case may be) and (iiid) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Guarantor (other than Castlewilder) may dissolve, liquidate or wind up its affairs at any time provided that (i) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (ii) the residual assets of such Subsidiary immediately prior shall be transferred to the parent of such merger Subsidiary and (e) any Subsidiary that is a Guarantor may dissolve, liquidate or wind up its affairs provided that (i) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (ii) the residual assets of such Subsidiary shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisitiontransferred to a Loan Party.

Fundamental Changes. (a) None The Borrowers will not, and will not permit any of Holdingstheir Subsidiaries to, the Parent Borrowermerge into or consolidate into any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of their Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) any Borrower or any Subsidiary may merge into the Parent with a Person if such Borrower in (or such Subsidiary if no Borrower is a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower or to a Subsidiary Loan Party (provided thatParty, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Parent Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower Borrowers and is not materially disadvantageous to the Lenders; provided provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None Such Credit Party will not, and will not permit any of Holdingsits Subsidiaries to, the Parent Borrowermerge into or consolidate with any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, ; provided that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person (other than the Borrower) may merge into the Parent Borrower a Credit Party in a transaction in which the Parent Borrower a Credit Party is the surviving corporationentity, (ii) any Subsidiary Person (other than the Borrower), including any Affiliate, may merge into with any Subsidiary of a Credit Party in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is of a Subsidiary Loan Credit Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than the Borrower) of a Credit Party may sell, transfer, lease or otherwise dispose of its assets or stock to a Credit Party or to another Subsidiary Loan of a Credit Party, (iv) any Subsidiary (other than the Borrower) of a Credit Party may liquidate or dissolve if and any Credit Party or any of its Subsidiaries may sell, transfer, lease or otherwise dispose of the Parent assets or stock of any Subsidiary if, in each case, the Borrower determines in good faith that such liquidation or dissolution action (x) is in the best interests of the Parent Borrower Credit Parties and (y) is not materially disadvantageous to the Lenders; provided that , (v) any such merger involving Credit Party and any of its Subsidiaries may sell immaterial businesses, including other Subsidiaries, in the ordinary course of business and (vi) any Subsidiary of a Credit Party formed for the purpose of acquiring a Person or a minority interest in any Person may merge into such Person; provided, further, that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, nothing in this Section 6.03 shall not prohibit any Permitted Acquisitionthe consummation of the Transactions in accordance with the Transaction Agreement and the Scheme.

Fundamental Changes. (a) None It will not, and will not permit any of Holdingsits Restricted Subsidiaries to, the Parent Borrowermerge into or consolidate with any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (it being understood that “substantially all of its assets” shall mean more than 50% of the aggregate total assets of the MLP and its Restricted Subsidiaries, taken as a whole), or all or substantially all of the stock (it being understood that “substantially all of the stock” shall mean stock representing ownership interests in more than 50% of the aggregate total assets of the MLP and its Restricted Subsidiaries, taken as a whole) of any of its Restricted Subsidiaries (in each case whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Restricted Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationentity or the Borrower may merge into or consolidate with another Person so long as (A) the surviving entity or purchaser, if other than the Borrower, assumes, pursuant to the terms of such transaction, each of the obligations of the Borrower hereunder and under any other documents entered into in connection with the Loans and (B) each such assumption is expressly evidenced by an agreement executed and delivered to the Lenders in a form reasonably satisfactory to the Administrative Agent, (ii) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatother than the Borrower), with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Restricted Subsidiary (other than a Subsidiary Loan Partythe Borrower) may liquidate sell, transfer, lease or otherwise dispose of all or any portion of its assets to the Borrower or to another Restricted Subsidiary and (iv) any Restricted Subsidiary (other than the Borrower) may liquidate, dissolve or be transferred, sold or otherwise disposed of if the Parent Borrower MLP determines in good faith that such liquidation liquidation, dissolution, transfer, sale or dissolution disposition is in the best interests of the Parent Borrower MLP and is not materially disadvantageous to the LendersLenders (but the foregoing is subject to the restrictions and limitations on the sale, transfer, lease or other disposition of all or substantially all of such Restricted Subsidiary’s assets, or all or substantially all of the stock of any of its Restricted Subsidiaries as described above); provided that any such merger or consolidation involving a Person that is not a wholly owned Wholly-Owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Person may merge or consolidate with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger or which is permitted as a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatDisposition under Section 6.04, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary may Dispose of its assets and the Borrower or any Subsidiary may Dispose of any stock of any of its Subsidiaries to the Borrower or to another Subsidiary or in a transaction which is permitted as a Disposition under Section 6.04 and (other than a iv) any Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided PROVIDED that any such merger involving which is in the nature of a sale of a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsThe Company will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock or other equity interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thatthat (a) [the Blocker Corporations may merge or liquidate]any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into any Obligor, provided that such Obligor is the survivor of such merger, and (b) if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i1) the Company or any Subsidiary may merge with a Person if the Company (or such Subsidiary if the Company is not a party to such merger) is the surviving Person, (2) any Subsidiary may merge into another Subsidiary or the Parent Borrower in Company; provided, however, that if the Company is a transaction in which party to such merger, the Parent Borrower is Company shall be the surviving corporationPerson, provided, further, that if any Subsidiary to such merger is an Obligor, the Obligor shall be the surviving Person, (ii3) any Subsidiary may merge into any Subsidiary in a transaction in which sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the surviving entity is a Subsidiary and Company or to an Obligor, or (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii4) any other Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower Company determines in good faith that such liquidation or dissolution is in does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the best interests of the Parent Borrower and is not materially disadvantageous to the LendersCompany; provided provided, that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.paragraph 6G.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, (i) merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or (ii) sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or a material portion of its assets (other than in the ordinary course of business) or all or substantially all of the stock of any of its Subsidiaries or (iii) liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto on a pro forma basis, no Default or Event of Default shall have occurred occurred, (A) the Borrower or any Subsidiary may merge with a Person, provided that (1) if the Borrower is a party to such merger, the Borrower shall be the surviving Person, (2) if a Subsidiary is a party to such merger, such Subsidiary shall be the surviving Person (if two Subsidiaries are party to such merger, one of those Subsidiaries shall be the surviving Person) and be continuing (i3) such merger shall not constitute a Change in Control of the Borrower, (B) any Subsidiary may merge into sell, lease, transfer or dispose of its assets to the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationor another Subsidiary, (iiC) any Financial Institution Subsidiary may sell loans, investments, or other similar assets in the ordinary course of its business, provided, that such sale or series of sales do not constitute a sale of all or substantially all of such Financial Institution Subsidiary’s assets (D) the Borrower and any Subsidiary may merge into sell any (i) real property and improvements thereon that are owned (in whole or in part) by the Borrower or such Subsidiary in a transaction in which and that are subsequently leased back by the surviving entity is a Borrower or such Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.ii)

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, then (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and another Subsidiary; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower and (iv) any Subsidiary may sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other than a Subsidiary Loan Party) equity interest or may liquidate or dissolve if no Default or Event of Default has occurred and is continuing or would result therefrom, and the Parent Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, however, that (x) in no event shall any such merger involving a Person that is merger, consolidation, sale, transfer, lease or other disposition whether or not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also otherwise permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 7.3 have the effect of releasing the Borrower from any of its obligations and liabilities under this Agreement or the other Loan Documents and (y) in no event shall not prohibit the Borrower merge or consolidate with or into any Permitted Acquisitionother Person, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its business and assets (whether now owned or hereafter acquired) to, any Person, except pursuant to Section 14 or Section 15 (to the extent it applies to a merger pursuant to Section 14) of the Borrower Partnership Agreement.

Fundamental Changes. (a) None CFC and CHL will not, and will not permit any of Holdingstheir respective subsidiaries to, the Parent Borrowermerge into or consolidate with any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower CFC or CHL in a transaction in which the Parent Borrower CFC or CHL, as applicable, is the surviving corporation, (ii) any Subsidiary subsidiary of CFC or CHL may merge into any Subsidiary other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatSubsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than a Subsidiary Loan PartyCHL) may liquidate or dissolve if the Parent Borrower CFC determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower CFC and its Subsidiaries and is not materially disadvantageous to the Lenders; provided that Lenders and (vi) CFC or any such merger involving Subsidiary may merge with a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also if (A) permitted by Section 6.04. Notwithstanding 6.04 and (B) in the foregoingcase of any merger involving CFC or CHL, this Section 6.03 shall not prohibit any Permitted AcquisitionCFC or CHL, as applicable, is the surviving corporation.

Fundamental Changes. (a) None CFC will not, and will not permit any of Holdingsits Subsidiaries to, the Parent Borrowermerge into or consolidate with any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower CFC or CHL in a transaction in which the Parent Borrower CFC or CHL, as applicable, is the surviving corporation, (ii) any Subsidiary subsidiary of CFC or CHL may merge into any Subsidiary other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatSubsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than a Subsidiary Loan PartyCHL) may liquidate or dissolve if the Parent Borrower CFC determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower CFC and its Subsidiaries and is not materially disadvantageous to the Lenders; provided that Lenders and (vi) CFC or any such merger involving Subsidiary may merge with a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also if (A) permitted by Section 6.04. Notwithstanding 6.04 and (B) in the foregoingcase of any merger involving CFC or CHL, this Section 6.03 shall not prohibit any Permitted AcquisitionCFC or CHL, as applicable, is the surviving corporation.

Fundamental Changes. (a) None of HoldingsIntermediate Holdings and the Borrower will not, the Parent Borrowerand will not permit any Restricted Subsidiary to, merge into or consolidate with any Subsidiary Term Borrower other Person, or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing that (i) any Restricted Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationcompany, (ii) any Restricted Subsidiary (other than the Borrower) or other Person may merge into any Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and (if any a party to such merger transaction is a Subsidiary Loan Party, the resulting entity shall also be a Loan Party), (iii) any Restricted Subsidiary may Dispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary that is a Subsidiary Loan Party (provided thatlimited liability company may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at such time, or, with respect to any assets not so held by one or more Restricted Subsidiaries, such mergers involving Division, in the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowersaggregate, the surviving entity of such mergers shall be would otherwise result in a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may beDisposition permitted by Section 6.04(j) and (iiiv) any Restricted Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or Division involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or Division shall not be permitted unless also permitted by Section 6.04. Notwithstanding 6.05; provided further that, notwithstanding anything to the foregoingcontrary in this Agreement, this Section 6.03 shall any Subsidiary which is a Division Successor resulting from a Division of assets of a Restricted Subsidiary may not prohibit any Permitted Acquisitionbe deemed to be an Immaterial Subsidiary at the time of or in connection with the applicable Division.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrowerand will not permit any Material Subsidiary to, merge into or consolidate with any Subsidiary Term Borrower other Person, or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (including pursuant to a Division and whether in one transaction or in a series of transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of the Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if unless: (a) at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing; and (b) (i) any the Borrower or a Material Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationentity or the recipient of the assets so sold, transferred, leased or otherwise disposed of in any such sale, transfer, lease or other disposition of assets, provided, that no such merger, consolidation, sale, transfer, lease or other disposition shall have the effect of releasing the Borrower from any of the Obligations or (ii) any Subsidiary may merge into any Subsidiary in a transaction in which such merger, consolidation, sale, transfer, lease or other disposition, when taken together with all other consolidations, mergers or sales of assets by the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign any Material Subsidiary Borrowersince the Closing Date, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is shall not result in the best interests disposition by the Borrower and the Material Subsidiaries of assets in an amount that would constitute all or substantially all of the Parent consolidated assets of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted AcquisitionMaterial Subsidiaries.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of their consolidated assets (including all or substantially all of the Equity Interests in the Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default following events shall have occurred and be continuing permitted without the consent of the Lenders: (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationcorporation (or, if the Borrower is not the survivor, the Required Lenders have consented to such transaction), (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatSubsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve or sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to, another Person if the Parent Borrower determines in good faith that such liquidation or dissolution dissolution, merger or disposition is in the best interests of the Parent Borrower and Borrower, is not materially disadvantageous to the Lenders; provided that , and does not result in a Default or an Event of Default hereunder and (v) the Borrower or any such merger involving a Person Subsidiary may sell, transfer, lease or otherwise dispose of any Subsidiary in connection with any disposition of assets that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding this Agreement; and provided further that only the foregoingapproval of the Required Lenders, this Section 6.03 without the payment of any fees by the Borrower, shall not prohibit any Permitted Acquisitionbe required for an Approved M&A Transaction.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary other Person, including a Subsidiary, may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatSubsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (other than a iv) any Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders, and (v) the Borrower may merge into or consolidate with another Person in a transaction in which such other Person is the surviving entity if such other Person is organized and validly existing under the laws of the United States or any State thereof and by operation of law or otherwise assumes all obligations of the Borrower hereunder and such assumption is evidenced by an opinion of counsel to such other Person satisfactory in form and substance to the Administrative Agent; provided PROVIDED that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition6.05.

Fundamental Changes. (a) None The Borrowers will not, and will not permit any of Holdingstheir respective Subsidiaries to, the Parent Borrowermerge into or consolidate into any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) any Borrower or any Subsidiary may merge into with a Person if such Borrower (or such Subsidiary if the Parent Borrower in is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person (except in the event of a merger among Subsidiary Loan Parties, in which case any single Subsidiary Loan Party shall be the surviving Person), (iii) is any (a) Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower or to a Subsidiary Loan Party, (b) Domestic Subsidiary that is not Loan Party (provided thatmay sell, with respect transfer, lease or otherwise dispose of all or substantially all of its assets to any such mergers involving the other Domestic Subsidiary Term Borrowers or the that is not a Loan Party and (c) Foreign Subsidiary Borrowersmay sell, the surviving entity transfer, lease or otherwise dispose of such mergers shall be a Subsidiary Term Borrower all or a substantially all of its assets to any other Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower Borrowers and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary BorrowersWholly Owned Subsidiary, the surviving entity of such mergers Wholly Owned Subsidiary shall be a the surviving Person, (iii) any Subsidiary Term may merge into the Borrower or a Foreign Subsidiary Borrowerif Borrower is the surviving Person, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan PartyWholly Owned Subsidiary) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None The Borrower will not, and will not permit any of Holdingsits Subsidiaries to, the Parent Borrowermerge into or consolidate into any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) (except as permitted by Section 7.6) or all or substantially all of the Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party) is a , the Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, shall be the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary BorrowerPerson, as the case may be) and (iii) any Subsidiary (other than may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted AcquisitionBorrower.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party Party, (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding 7.4 and (v) the foregoing, this Section 6.03 foregoing shall not prohibit the incurrence of any Permitted AcquisitionLiens otherwise permitted under this Agreement.

Fundamental Changes. (a) None The US Borrower will not, and will not permit any of Holdingsits Subsidiaries to, the Parent Borrowermerge into or consolidate with any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (other than sales of Receivables, operating leases through its leasing Subsidiaries or interests therein in the ordinary course of business for finance companies by the US Borrower or a Securitization Subsidiary in connection with a Qualified Securitization Transaction), or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge into the Parent any Borrower in a transaction in which the Parent such Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the US Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatdirect or indirect Subsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the US Borrower or to another Subsidiary, (other than a iv) any Subsidiary Loan Party) may liquidate or dissolve if the Parent US Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent US Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding 8.06 and (v) the foregoingUS Borrower may sell, this transfer, lease or otherwise dispose of stock of any Subsidiary and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets, so long as the aggregate consideration received in any such transaction does not exceed $25,000,000 and shall be applied to the extent required by Section 6.03 shall not prohibit any Permitted Acquisition4.06.

Fundamental Changes. (a) None of HoldingsThe Company shall not, the Parent Borrower, nor shall it permit any Subsidiary Term Borrower to, directly or any Foreign Subsidiary Borrower willindirectly, nor will they permit any other Person to merge into or merge, dissolve, liquidate, consolidate with itor into another Person, or liquidate Dispose of (whether in one transaction or dissolvein a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Company and its Subsidiaries, taken as a whole, to or in favor of any Person, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuing exists or would result therefrom: (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiia) any Subsidiary (other than any Designated Borrower) may merge or consolidate with and into the Company, so long as the Company shall be the continuing or surviving Person of such merger or consolidation; (b) any Subsidiary (other than any Designated Borrower) may merge or consolidate with or into any other Subsidiary (other than any Designated Borrower), so long as a Subsidiary Loan Partyis the continuing or surviving Person of such merger or consolidation; (c) any Subsidiary (other than any Designated Borrower) may liquidate merge or dissolve consolidate with or into any other Person; provided, that, (i) if such merger or consolidation involves the Parent Borrower determines in good faith that Company, the Company shall be the continuing or surviving Person, and (ii) such liquidation merger or dissolution is consolidation does not result in the best interests Disposition of all or substantially all of the Parent Borrower assets of the Company and is its Subsidiaries, taken as a whole; and (d) any Subsidiary (other than any Designated Borrower) may dissolve or liquidate; provided, that, (i) such dissolution or liquidation does not materially disadvantageous result in the Disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, and (ii) such dissolution or liquidation could not reasonably be expected to the Lenders; provided that any such merger involving have a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted AcquisitionMaterial Adverse Effect.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of Holdings, Neither STX nor the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor and will they not permit any of their respective Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itSTX or the Borrower or any of their respective Subsidiaries, or liquidate or dissolve, nor will STX or the Borrower sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets of the Borrower and the Subsidiaries, taken as a whole (whether directly or through the sale, transfer, lease or other disposition of the assets of one or more Subsidiaries), except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge into with STX or the Parent Borrower in a transaction in which the Parent Borrower surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof, the District of Columbia or Ireland or the Cayman Islands and, if such surviving corporationentity is not STX or the Borrower, as the case may be, such Person expressly assumes, in writing, all the obligations of STX or the Borrower, as the case may be, under the Loan Documents and provides the Lenders with requisite “know-your-customer” information as reasonably requested by a Lender, and (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; , provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted AcquisitionSections 6.04 and 6.08.

Fundamental Changes. (a) None of HoldingsExcluding Permitted Acquisitions, the Parent BorrowerBorrower will not, and will not permit any Subsidiary Term Borrower of the Loan Parties to, make any Acquisitions, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of the Loan Parties (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary Loan Party may merge into with a Person if the Parent Borrower in (or such Loan Party if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary Loan Party may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary another Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, so long as the case may be) Borrower and Parent are at all times surviving entities, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to the Parent or any other Loan Party, (iv) any Loan Party (other than a Subsidiary Loan Partythe Borrower or the Parent) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the LendersLenders and (v) any Excluded Subsidiary may liquidate or dissolve or be merged into a Loan Party or another Excluded Subsidiary; provided provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary of Borrower or Parent immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower Guarantor to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Guarantor shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party (provided thatGuarantor, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower Borrower, and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, amalgamate with, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to amalgamate with, merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) with the consent of the Administrative Agent not to be unreasonably withheld, any Subsidiary Guarantor may amalgamate with or merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) with the consent of the Administrative Agent not to be unreasonably withheld, any Subsidiary Guarantor may be continued from one form of jurisdiction to another, (iii) any Guarantor may merge into any Subsidiary other Guarantor in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatGuarantor, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding , (iv) any Person (other than the foregoingBorrower or any Guarantor) may amalgamate with or merge into any Subsidiary (other than a Guarantor) in a transaction in which the surviving entity is a Subsidiary, this Section 6.03 shall and (v) any Subsidiary may wind up, liquidate or dissolve if (x) the Borrower determines in good faith that such wind up, liquidation or dissolution is in the best interests of the Borrower and is not prohibit materially disadvantageous to the Lenders and (y) in connection with any Permitted Acquisitionsuch wind up, liquidation or dissolution of a Loan Party, all the assets of such Loan Party are transferred to another Loan Party.

Fundamental Changes. (a) None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower No Loan Party will, nor will they it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in Loan Party (other than a transaction in which the Parent Borrower is the surviving corporation, (iiBorrower) or any Subsidiary that is not a Loan Party may merge into any Subsidiary other Loan Party in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party; (ii) any Subsidiary that is not a Subsidiary Loan Party (provided that, may merge with respect to any such mergers involving the other Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be that is not a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and Loan Party; (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the Parent such Borrower and is not materially disadvantageous to the LendersLender; (iv) any Borrower (other than Compresso Partners) may merge with any other Borrower or any other Loan Party so long as the surviving entity is a wholly owned Subsidiary and such surviving entity assumes all of such Borrower’s obligations and liabilities hereunder and under the other Loan Documents by operation of law or contract; (v) any Person may merge into a Loan Party in connection with a Permitted Acquisition; and (vi) any Investment permitted by Section 6.04(d) may be structured as a merger, consolidation or amalgamation; provided that any such merger referred to in clause (i), (ii), (iv), (v) or (vi) involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None Holdings and the Issuer will not, and will not permit any of Holdingstheir respective Subsidiaries to, the Parent Borrowermerge into or consolidate into any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Issuer or any Subsidiary may merge into with a Person if the Parent Borrower in Issuer (or such Subsidiary if the Issuer is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson; provided that a Subsidiary Note Party shall be the surviving Person in a merger between a Subsidiary Note Party and a Subsidiary that is not a Subsidiary Note Party, (ii) any Subsidiary may 76 merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Note Party, the Subsidiary Note Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease, dissolve into or otherwise dispose of all or substantially all of its assets to the Issuer or to a Subsidiary Loan Note Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Note Party) may liquidate or dissolve if the Parent Borrower Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower Issuer and is not materially disadvantageous to the LendersNoteholders; provided provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None The US Borrower will not, and will not permit any of Holdingsits Subsidiaries to, the Parent Borrowermerge into or consolidate with any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (other than sales of Receivables, operating leases through its leasing Subsidiaries or interests therein in the ordinary course of business for finance companies by the US Borrower or a Securitization Subsidiary in connection with a Qualified Securitization Transaction), or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge into the Parent US Borrower in a transaction in which the Parent US Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the US Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatdirect or indirect Subsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the US Borrower or to another Subsidiary, (other than a iv) any Subsidiary Loan Party) may liquidate or dissolve if the Parent US Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent US Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding 8.06 and (v) the foregoingUS Borrower may sell, this transfer, lease or otherwise dispose of stock of any Subsidiary and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets, so long as the aggregate consideration received in any such transaction does not exceed $25,000,000 and shall be applied to the extent required by Section 6.03 shall not prohibit any Permitted Acquisition4.06.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party (provided thatand, with respect if the selling Subsidiary is not a Subsidiary Loan Party, to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of Holdings, the Parent Borrower, any Subsidiary Term The Borrower or any Foreign Subsidiary Borrower willwill not, nor -------------------- will they it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in or a Restricted Subsidiary (other than a License Subsidiary) pursuant to a transaction in which that constitutes a Permitted Acquisition, provided that the Parent Borrower -------- survivor of such merger is the surviving corporationBorrower or a Restricted Subsidiary, as applicable; (ii) any Restricted Subsidiary (other than a License Subsidiary) may merge into any other Restricted Subsidiary (other than a License Subsidiary) in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatRestricted Subsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary (other than a License Subsidiary) or (iv) any Restricted Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the its best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided -------- that any such merger involving a the Borrower or any Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of Holdings, the Parent Borrower, any Subsidiary Term No Borrower or any Foreign Subsidiary Borrower will, will nor will they permit any of its Subsidiaries to, merge into, amalgamate or consolidate with any other Person, or permit any other Person to merge into into, amalgamate or consolidate with it, or liquidate liquidate, wind-up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, the Company may amalgamate with or merge with any Person in a transaction where the Company is the surviving corporation and any Subsidiary (other than a Receivables Subsidiary, Insurance Subsidiary or Timber SPV) (i) any Subsidiary may amalgamate with or merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving corporation, (ii) any Subsidiary may amalgamate with or merge into any Subsidiary Loan Party in a transaction in which the surviving entity is a Subsidiary and (if any party to Loan Party or that becomes a Loan Party simultaneously with such merger is in connection with a Subsidiary Loan Party) is a Subsidiary Permitted Acquisition and pursuant to which such surviving Loan Party (provided thatassumes all of the Obligations of the Person so amalgamated or merged, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) that is not a Loan Party may amalgamate with or merge into any Subsidiary (other than that is not a Loan Party or any Person that becomes a Loan Party or a Subsidiary Loan Partysimultaneously with such merger, (iv) may liquidate merge into any other Person that becomes a Loan Party in connection with a Permitted Acquisition, (v) may liquidate, wind-up or dissolve if the Parent Borrower Company determines in good faith that such liquidation liquidation, winding-up or dissolution is in the best interests of the Parent Borrower Company and is not materially disadvantageous to the Lenders; provided that any such amalgamation or merger involving a Person that is not a wholly owned Controlled Subsidiary immediately prior to such amalgamation or merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.07.

Fundamental Changes. (a) None of HoldingsExcluding Permitted Acquisitions, the Parent BorrowerBorrower will not, and will not permit any Subsidiary Term Borrower of the Loan Parties to, make any Acquisitions, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of the Loan Parties (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary Loan Party may merge into with a Person if the Parent Borrower in (or such Loan Party if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary Loan Party may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary another Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, so long as the case may be) Borrower and Parent are at all times surviving entities, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to the Parent, and (iv) any Loan Party (other than a Subsidiary Loan Partythe Borrower or the Parent) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary of Borrower or Parent immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of HoldingsThe Sponsor will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default Credit Event shall have occurred and be continuing (i) the Sponsor or any Subsidiary may merge into with a Person if the Parent Borrower in Sponsor (or such Subsidiary if the Sponsor is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary or the Sponsor; provided, however, that if the Sponsor is a party to such merger, the Sponsor shall be the surviving Person, provided, further, that if any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary BorrowersGuarantor, the surviving entity of such mergers Guarantor shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrowerthe surviving Person, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Sponsor or to a Guarantor, and (iv) any other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and Sponsor, is not materially disadvantageous to the LendersParticipants, and such Subsidiary dissolves into another Guarantor or the Sponsor; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition8.4.

Fundamental Changes. (a) None Each of HoldingsCFC and CB will not, the Parent Borrowerand will not permit any of its Subsidiaries to, merge into or consolidate with any Subsidiary Term Borrower other Person, or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower CFC, CHL or CB in a transaction in which the Parent Borrower CFC, CHL or CB, as applicable, is the surviving corporation, (ii) any Subsidiary of CFC or CB may merge into any Subsidiary other subsidiary of CFC or CB, as the case may be, in a transaction in which the surviving entity is a subsidiary thereof, (iii) any Subsidiary and (if any party of CFC or CB may sell, transfer, lease or otherwise dispose of its assets to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers CFC or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary BorrowerCB, as the case may be) and , or to a Subsidiary thereof, (iiiiv) any Subsidiary of CFC or CB may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC or CB, as the case may be, in good faith to be in the best interests of it and its Subsidiaries, (v) any Subsidiary of CFC or CB (other than a Subsidiary Loan PartyCHL) may liquidate or dissolve if CFC or CB, as the Parent Borrower case may be, determines in good faith that such liquidation or dissolution is in the best interests of CFC or CB, as the Parent Borrower case may be, and its Subsidiaries and is not materially disadvantageous to the Lenders; provided that Lenders and (vi) CFC or CB or any such merger involving Subsidiary thereof may merge with a Person that is not a wholly wholly-owned Subsidiary thereof immediately prior to such merger shall not be permitted unless also if (A) permitted by Section 6.04. Notwithstanding 6.04 and (B) in the foregoingcase of any merger involving CFC or CHL or CB, this Section 6.03 shall not prohibit any Permitted AcquisitionCFC or CHL or CB, as applicable, is the surviving corporation.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term of the Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary of the Borrower may merge into any Subsidiary of the Borrower in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving of the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary of the Borrower may sell, transfer, lease or otherwise dispose of its assets so long as it does not cause a breach of any other provision of this Agreement, (iv) the Borrower may transfer its interests in a Subsidiary other than a Guarantor (while it is a Guarantor) so long as it does not cause a breach of any other provision of this Agreement and (v) any Subsidiary Loan Party) of the Borrower may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions), or engage in a sale/leaseback transaction with respect to, any substantial part of its assets, any trade receivables (other than an assignment in connection with the collection thereof in the ordinary course of business), or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Subsidiary/Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Subsidiary/Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatSubsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (other than a iv) any Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous the assets of such Subsidiary are distributed to the Lenders; Borrower in liquidation or dissolution, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding , and (v) Borrower and its Subsidiaries may sell, transfer, or otherwise dispose of (in one transaction or a series of transactions), or engage in a sale/leaseback transaction with respect to, assets if the foregoingconsideration received is in cash or cash equivalents at least equal to the fair market value of such assets and the aggregate consideration received does not exceed $15,000,000 for all such sales, this Section 6.03 shall not prohibit any Permitted Acquisitiontransfers, or dispositions.

Fundamental Changes. (a) None of HoldingsExcept as permitted in Section 6.19, the Parent BorrowerSponsor will not, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Default Unmatured Credit Event or Credit Event shall have occurred and be continuing (i) the Sponsor or any Subsidiary may merge into with a Person if the Parent Borrower in Sponsor (or such Subsidiary if the Sponsor is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party) is a , the Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, shall be the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary BorrowerPerson, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Sponsor or to a Subsidiary Loan Party and (other than iv) any Subsidiary (may liquidate or dissolve into a Subsidiary Loan Party) may liquidate or dissolve into the Sponsor if the Parent Borrower Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower Sponsor and is not materially disadvantageous to the LendersParticipants; provided provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition6.19.

Fundamental Changes. (a) None of HoldingsThe Company will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Company or any Subsidiary may merge into with a Person if the Parent Borrower in Company (or such Subsidiary if the Company is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary or the Company; provided, however, that if the Company is a party to such merger, the Company shall be the surviving Person, provided, further, that if any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowersan Obligor, the surviving entity of such mergers Obligor shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrowerthe surviving Person, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Company or to an Obligor, (iv) ARPR, AIC or any Additional Obligor may liquidate or dissolve into the Company if such liquidation or dissolution does not have a Material Adverse Effect, (v) any other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower Company determines in good faith that such liquidation or dissolution is in does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the best interests of the Parent Borrower and is not materially disadvantageous to the LendersCompany; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.paragraph 6I.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the Capital Stock of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, then (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and another Subsidiary; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary, and (iv) any Subsidiary may sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other than a Subsidiary Loan Party) equity interest or may liquidate or dissolve if no Default or Event of Default has occurred and is continuing or would result therefrom, and the Parent Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, however, that in no event shall any such merger involving a Person that is merger, consolidation, sale, transfer, lease or other disposition whether or not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also otherwise permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit 7.3 have the effect of releasing the Borrower from any Permitted Acquisitionof its obligations and liabilities under this Agreement or the other Loan Documents.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous reasonably likely individually or in the aggregate to the Lendershave a Material Adverse Effect; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of HoldingsThe Parent and the Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent or the Borrower in a transaction in which the Parent Borrower or the Borrower, as the case may be, is the surviving corporation, (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Parent, the Borrower or another Loan Party, (iv) any disposition of assets constituting an investment permitted by Section 6.05(c) shall be permitted and (v) any Subsidiary may liquidate or dissolve if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers Borrower or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, Parent (as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower or the Parent Borrower (as the case may be) and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition6.05.

Fundamental Changes. (a) None of HoldingsThe Company will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock or other equity interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thatthat (a) the Blocker Corporations may merge or liquidate into any Obligor, provided that such Obligor is the survivor of such merger, and (b) if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i1) the Company or any Subsidiary may merge with a Person if the Company (or such Subsidiary if the Company is not a party to such merger) is the surviving Person, (2) any Subsidiary may merge into another Subsidiary or the Parent Borrower in Company; provided, however, that if the Company is a transaction in which party to such merger, the Parent Borrower is Company shall be the surviving corporationPerson, provided, further, that if any Subsidiary to such merger is an Obligor, the Obligor shall be the surviving Person, (ii3) any Subsidiary may merge into any Subsidiary in a transaction in which sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the surviving entity is a Subsidiary and Company or to an Obligor, or (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii4) any other Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower Company determines in good faith that such liquidation or dissolution is in does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the best interests of the Parent Borrower and is not materially disadvantageous to the LendersCompany; provided provided, that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.paragraph 6G.

Fundamental Changes. (a) None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary No Borrower will, nor will they it permit any other Loan Party to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose of (in one transaction or in a series of transactions) any of its assets, or liquidate or dissolve, except that, if and provided that with respect to the matters in the following clauses (ii) through (v) at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Borrower or Subsidiary may sell, transfer or lease inventory and scrap or otherwise dispose of obsolete material, inventory or equipment in the ordinary course of business upon terms substantially consistent with past practices, (ii) any Subsidiary of a Borrower may merge into the Parent a Borrower in a transaction in which the Parent a Borrower is the surviving corporationentity, (iiiii) any Subsidiary Loan Party (other than a Borrower) may merge into any Subsidiary other Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party, (iv) any Borrower may merge into any other Borrower (other than Alta Group), (v) any Loan Party may sell, transfer, lease or otherwise dispose of its assets to any other Loan Party, and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiivi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower Borrowers and is not materially disadvantageous to the LendersLenders and all assets of such Subsidiary are transferred to a Loan Party; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsThe Parent and the Company will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or amalgamate or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge into the Parent Borrower or the Company in a transaction in which the Parent Borrower or the Company, as the case may be, is the surviving corporation, (ii) any Subsidiary Person may merge into or amalgamate with any Subsidiary Borrower in a transaction in which the surviving entity is a the applicable Borrower and any other Subsidiary and (may merge into any other Subsidiary provided that if any party to such merger Subsidiary is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary BorrowersGuarantor hereunder, the surviving entity of such mergers Subsidiary shall continue to be a Guarantor to the extent such prior Subsidiary Term Borrower was a Guarantor of the Obligations hereunder, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Parent, the Company or another Credit Party (subject to Section 7.04), (iv) the Parent or any of its Subsidiaries may sell, transfer, lease or otherwise dispose of assets to any Person other than the Parent or a Foreign Subsidiary BorrowerGuarantor provided that the aggregate amount of all asset sales (excluding any transactions permitted pursuant to Section 7.01(d), as sales of inventory in the case may beordinary course of business and dispositions of obsolete equipment and other assets in the ordinary course of business) and made pursuant to this clause (iiiiv) in any fiscal year of the Company shall not exceed $100,000,000, (v) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Company or the Parent Borrower (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of the Company or the Parent Borrower (as the case may be) and is not materially disadvantageous to the LendersLenders and (vi) any restructuring, regardless of whether accomplished by liquidation, contribution, distribution, merger or any other technique, whereby the ownership of Foreign Subsidiaries is changed, so long as each such Foreign Subsidiary that is a Subsidiary of Abercrombie & Fitch International, Inc. prior to such restructuring remains, directly or indirectly, a Subsidiary of Abercrombie & Fitch International, Inc. after such restructuring; provided that any such merger or amalgamation described in clause (ii) above involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.04.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower Guarantor to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Guarantor shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party (provided thatGuarantor, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower Borrower, and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None Each of Holdingsthe Company and the Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Company or the Borrower in a transaction in which the Parent Borrower Company or the Borrower, as applicable, is the surviving corporation, (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (Subsidiary; provided that if any party one of the parties to such merger is a Subsidiary Loan Party) is Guarantor or a Subsidiary Loan Party (provided thatQualified Subsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers Guarantor or the Foreign Qualified Subsidiary Borrowers, shall be the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrowerentity, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets (other than A) to the Borrower or to another Subsidiary; provided that if one of the parties to such transaction is a Subsidiary Loan PartyGuarantor or a Qualified Subsidiary, either (1) the Subsidiary Guarantor or Qualified Subsidiary shall be the transferee or (2) the transaction is permitted by Section 10.9 or (B) in a transaction permitted by Section 10.9, (iv) the Borrower may sell the Equity Interests in a Subsidiary in a transaction permitted by Section 10.9, and (v) any Subsidiary which is not a Subsidiary Guarantor or a Qualified Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted AcquisitionBorrower.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrowerand will not permit any Restricted Subsidiary to, merge into or consolidate into any Subsidiary Term Borrower other Person, or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with each other if the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of HoldingsMerge, the Parent Borrowerdissolve, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower willliquidate, nor will they permit any other Person to merge into or consolidate with itor into another Person, or liquidate Dispose of (whether in one transaction or dissolvein a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that: any Covenant Entity may merge with (x) the Borrower, if at provided that the time thereof Borrower shall be the continuing or surviving Person, or (y) any one or more other Covenant Entities; provided that when any Loan Party is merging with a Non-Loan Party, the Loan Party shall be the continuing or surviving Person; 143 provided, further, that no Covenant Entity other than a Digital Business Entity may merge into a Digital Business Entity with the Digital Business Entity as the surviving Person; any Covenant Entity other than the Borrower may liquidate or dissolve and immediately after giving effect thereto may change its legal form, in each case only so long as (A) no Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationor would result therefrom, (iiB) the Lien on or security interest in any Subsidiary may merge into any Subsidiary Collateral held by it under the Loan Documents shall remain in a transaction in which effect to the surviving entity is a Subsidiary same extent as immediately prior to such change, and (if any party to such merger is a Subsidiary Loan PartyC) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowerschange in legal form, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests Guaranty of the Parent Borrower and is not materially disadvantageous Secured Obligations by such Covenant Entity shall remain in effect to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary same extent as immediately prior to such merger change; any Covenant Entity other than the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Covenant Entity; provided that if the transferor in such a transaction is a Loan Party, then (i) the transferee must be a Loan Party that is a Covenant Entity or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in a Covenant Entity which is not a Loan Party in accordance with Section 7.03 (other than Section 7.03(f)), respectively; the Borrower may merge with any other Person; provided that the Borrower shall not be the continuing or surviving corporation; any Covenant Entity other than the Borrower may merge with any other Person in order to effect an Investment permitted unless also pursuant to Section 7.03 (other than Section 7.03(f)); provided that the continuing or surviving Person shall be a Covenant Entity, which shall have complied with the requirements of Section 6.11; and a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted by pursuant to Section 6.04. Notwithstanding the foregoing7.05 (other than Section 7.05(e)), this Section 6.03 shall not prohibit any Permitted Acquisitionmay be effected.

Fundamental Changes. (a) None of Holdings, Neither the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary nor the Borrower will, nor and neither of them will they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary the Parent may merge with or into any other Person so long as the Parent is the surviving entity, (ii) the Borrower in a transaction in which may merge with or into any other Person so long as the Parent Borrower is the surviving corporationentity and remains a wholly owned subsidiary of the Parent, (iiiii) any Subsidiary may merge with or into any other wholly owned Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger Subsidiary may merge with or into Borrower in a transaction in which the Borrower is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrowerentity, as the case may be) and (iiiiv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (other than a v) any Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the its best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None Each of Holdingsthe Company and the Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Company or the Borrower in a transaction in which the Parent Borrower Company or the Borrower, as applicable, is the surviving corporation, (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (Subsidiary; provided that if any party one of the parties to such merger is a Subsidiary Loan Party) is Guarantor or a Subsidiary Loan Party (provided thatQualified Subsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers Guarantor or the Foreign Qualified Subsidiary Borrowers, shall be the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrowerentity, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets (other than A) to the Borrower or to another Subsidiary; provided that if one of the parties to such transaction is a Subsidiary Loan PartyGuarantor or a Qualified Subsidiary, either (1) the Subsidiary Guarantor or Qualified Subsidiary shall be the transferee or (2) the transaction is permitted by Section 6.9 or (B) in a transaction permitted by Section 6.9, (iv) the Borrower may sell the Equity Interests in a Subsidiary in a transaction permitted by Section 6.9 and (v) any Subsidiary which is not a Subsidiary Guarantor or a Qualified Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted AcquisitionBorrower.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to may merge into or consolidate with it, any of its Subsidiaries provided that the Borrower shall be the continuing or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (iib) any Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (c) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary of the Borrower may merge into with any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation, (g) any Wholly Owned Subsidiary immediately prior to of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such merger shall dissolution, liquidation or winding up, as applicable, could not be permitted unless also permitted by Section 6.04. Notwithstanding have a Material Adverse Effect and (h) the foregoing, this Section 6.03 shall not prohibit any Borrower and its Subsidiaries may enter into the Permitted AcquisitionDisposition.

Fundamental Changes. (a) None The Borrower will not, and will not permit any of Holdingsits Subsidiaries to, the Parent Borrowermerge into or consolidate into any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries on a consolidated basis (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party) is a , the Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, shall be the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary BorrowerPerson, as the case may be) and (iii) any Subsidiary (other than may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, (iv) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that , (v) any such merger involving a Person Subsidiary may merge, dissolve or consolidate in connection with the consummation of any Permitted Acquisition, and (vi) any Subsidiary that is not a wholly owned Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or any Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding of the foregoing, this Section 6.03 shall not prohibit any Permitted AcquisitionBorrower.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Subsidiary/Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatSubsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Subsidiary Loan PartyGuarantor (subject to the limitations of Section 6.04), (iv) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders, (v) the Borrower may effect the 2008 Restructuring and (vi) the Borrower or any Subsidiary may sell all of the Equity Interest of a Subsidiary, and a Subsidiary may sell, lease, transfer or otherwise dispose of assets, if permitted under Section 6.05; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsExcept as permitted in Section 7.6, the Parent BorrowerBorrower will not, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party) is a , the Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, shall be the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary BorrowerPerson, as the case may be) and (iii) any Subsidiary (other than may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyParty and (iv) any Subsidiary may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary, (iii) any Subsidiary and (if any party may sell, transfer, lease or otherwise dispose of its assets to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or to a Foreign Subsidiary BorrowerWholly-Owned Subsidiary, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve or sell, transfer, lease or otherwise dispose of its assets in compliance with Section 7.07 if the Parent Borrower determines in good faith that such liquidation liquidation, dissolution, sale, transfer, lease or dissolution other disposition is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 7.04(f) so long as after giving effect thereto the Person surviving such merger is a Wholly-Owned Subsidiary; provided that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.04.

Fundamental Changes. (a) None of HoldingsThe Loan Parties will not, the Parent Borrowerand will not permit any Significant Subsidiary to, merge into or consolidate with any Subsidiary Term Borrower other Person, or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Significant Subsidiaries(in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Significant Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Significant Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers Person shall be a Subsidiary Term Borrower or a Foreign Subsidiary BorrowerLoan Party, as the case may be) and (iii) any Significant Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary; provided, that if such Significant Subsidiary is a Loan Party, it may only sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Loan Party, (iv) [Reserved], (v) any Significant Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests and with the consent of the Parent Borrower and is not materially disadvantageous to the Required Lenders; provided and (vi) subject to Section 2.8, sales and other dispositions of property that the Borrower or its Subsidiaries reasonably determine is obsolete and no longer used or useful in the ordinary course of its business; provided, that with respect to clauses (i) and (ii) of this Section 7.3(a), any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, or lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party Party, (provided thativ) the Borrower and any Subsidiary may sell, with respect transfer, lease or otherwise dispose of all or substantially all of its assets to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowersextent permitted in Section 7.6, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thathowever, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing that (i) any Subsidiary may merge into or consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets or the Parent Capital Stock of any of its Subsidiaries to, (A) the Borrower so long as, in the case of a transaction in which merger, the Parent Borrower is the surviving corporationPerson and (B) any other Person so long as after giving effect thereto, no Event of Default has occurred and the surviving Person is or becomes a Subsidiary Loan Party, (ii) any Subsidiary that is not a Loan Party may merge into or consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets or the Capital Stock of any of its Subsidiaries to any other Subsidiary in that is not a transaction in which Loan Party so long as the surviving entity is a Subsidiary and (Person has complied with the applicable requirements of Section 5.12, if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatany, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan PartyParty or a Material Foreign Subsidiary if any portion of its Capital Stock has been pledged to the Administrative Agent) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Lenders and (iv) the Borrower and its Subsidiaries may consummate the sales contemplated under Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition2.13(c)(iii)(A) and (B).

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrowerand will not permit any Restricted Subsidiary to, merge into or consolidate with any Subsidiary Term Borrower other Person, or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Borrower) may merge or consolidate with or into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and (if any party to such merger or which is permitted as a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatDisposition under Section 6.04, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Restricted Subsidiary may Dispose of its assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary or in a transaction which is permitted as a Disposition under Section 6.04 and (other than a iv) any Restricted Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving which is in the nature of a sale of a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None Such Borrower will not, and will not permit any of Holdingsits Restricted Subsidiaries to, the Parent Borrowermerge into or consolidate with any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent such Borrower in a transaction in which the Parent such Borrower is the surviving corporation, (ii) any Subsidiary Person (other than such Borrower) may merge or consolidate with or into any Subsidiary of its Restricted Subsidiaries in a transaction in which the surviving entity is its Restricted Subsidiary or which is permitted as a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and Disposition under Section 6.04; (iii) any Restricted Subsidiary may Dispose of its assets, and such Borrower or any of its Restricted Subsidiaries may Dispose of any stock of any of its Restricted Subsidiaries, in each case to such Borrower or to another Restricted Subsidiary of such Borrower or in a transaction which is permitted as a Disposition under Section 6.04 and (other than a Subsidiary Loan Partyiv) any of its Restricted Subsidiaries may liquidate or dissolve if the Parent such Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent such Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving which is in the nature of a sale of a Person that is not a wholly owned Restricted Subsidiary of such Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsExcept as permitted in Section 7.5, the Parent BorrowerBorrower will not, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party) is a , the Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, shall be the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary BorrowerPerson, as the case may be) and (iii) any Subsidiary (other than may sell, transfer, lease or CHAR1\935816v6 otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyParty and (iv) any Subsidiary may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.3.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) None any Loan Party may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Loan Parties; (b) any Loan Party may Dispose of Holdings, all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent BorrowerBorrower or to another Loan Party; (c) in connection with any Permitted Acquisition, any Subsidiary Term of the Borrower may merge into or consolidate with any Foreign Subsidiary Borrower will, nor will they other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person; and (d) so long as no Default has occurred and is continuing or liquidate would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or dissolveconsolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto no Default shall have occurred and be continuing (i) in the case of any Subsidiary may merge into the Parent Borrower in a transaction in such merger to which the Parent Borrower is a party, the Borrower is the surviving corporation, Person and (ii) in the case of any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary to which any Loan PartyParty (other than the Borrower) is a Subsidiary party, such Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, is the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04Person. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.7.05

Fundamental Changes. (a) None of HoldingsThe Borrowers shall not, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they and shall not permit any other Person to member of the Borrower Affiliated Group to, liquidate, merge or consolidate into or consolidate with itany other Person or enter into or undertake any plan or agreement of liquidation, merger or liquidate or dissolveconsolidation with any other Person, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing provided that (i) any Subsidiary a Borrower may merge into the Parent Borrower with another company in connection with a transaction in which the Parent Permitted Acquisition if such Borrower is the surviving corporationcompany, (ii) any wholly-owned Subsidiary of any Borrower may merge or consolidate into or with such Borrower or any other wholly-owned Subsidiary of such Borrower if no Default or Event of Default has occurred and is continuing or would result from such merger and if such Borrower or such Subsidiary is the surviving company, (iii) a Subsidiary of any Borrower may merge into another entity in connection with a Permitted Acquisition if, upon consummation of such merger, the surviving entity shall be a direct or indirect wholly-owned Subsidiary of such Borrower and, if the surviving entity is a Domestic Subsidiary, a party to the Security Documents, (iv) any Domestic Subsidiary may merge into any other Domestic Subsidiary, (v) any Foreign Subsidiary in a transaction in which the surviving entity is a may merge into any other Foreign Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiivi) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Parent Lead Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower Borrowers and is would not materially disadvantageous to the Lenders; provided that any such merger involving have a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted AcquisitionMaterial Adverse Effect.

Fundamental Changes. (a) None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower No Loan Party will, nor will they it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary Loan Party in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (other than iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Subsidiary Loan Party) Party may liquidate or dissolve if the Parent Borrower Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower such Loan Party and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not prohibit contain any Permitted Acquisitionprovision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary other Person, including a Subsidiary, may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatSubsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (other than a iv) any Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders, and (v) the Borrower may merge into or consolidate with another Person in a transaction in which such other Person is the surviving entity if such other Person is organized and validly existing under the laws of the United States or any State thereof and by operation of law or otherwise assumes all obligations of the Borrower hereunder and such assumption is evidenced by an opinion of counsel to such other Person satisfactory in form and substance to the Administrative Agent; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition6.05.

Fundamental Changes. (a) None of HoldingsHoldings and the Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, or lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of Holdings other than the Borrower may consolidate or merge with or into a Person if the Parent Borrower in Person formed by or surviving such consolidation or merger is, or immediately following such consolidation or merger becomes, a transaction in which the Parent Borrower is the surviving corporationSubsidiary Loan Party, (ii) any Subsidiary may consolidate or merge with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, that if any party to such consolidation or merger is a Subsidiary Loan Party, the Person formed by or surviving such consolidation or merger must be, or immediately following such consolidation or merger become, a Subsidiary Loan Party, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to Holdings, the Borrower or to a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower Holdings and is not materially disadvantageous to the Lenders; provided provided, that any such consolidation or merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such consolidation or merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None Such Credit Party shall not, and shall not suffer or permit any of Holdingsits Subsidiaries to, merge, consolidate, amalgamate or sell all or substantially all of the Parent Borrower, assets of any Subsidiary Term Borrower Credit Party or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with itof its Subsidiaries, or liquidate liquidate, wind up or dissolvedissolve itself (or suffer any liquidation or dissolution), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (a) any Subsidiary that is not a Credit Party may merge, consolidate, amalgamate or sell all or substantially all of its assets to another Subsidiary that is not a Credit Party or to a Credit Party; provided that, if either such Subsidiary is a direct Subsidiary of a Credit Party, the surviving entity or the transferee entity, as applicable, shall be a direct Subsidiary of a Credit Party; provided further that in any such merger, consolidation, amalgamation or sale involving a Credit Party, the surviving entity or transferee entity, as applicable, shall be a Credit Party or a Person that becomes a Credit Party; (b) any Subsidiary that is a Credit Party (other than the Borrower) may merge, consolidate, amalgamate or sell all or substantially all of its assets to another Subsidiary that is a Credit Party (including the Borrower); provided that the surviving entity or the transferee entity, as applicable, shall be a Credit Party; provided, further, that, in the event that any of the foregoing involves the Borrower, the surviving entity or the transferee entity, as applicable, shall be the Borrower; (c) the Borrower may merge, consolidate, amalgamate or sell all or substantially all of its assets to a Subsidiary owned directly by the Borrower immediately prior to such transactions; provided that (i) the surviving entity of a merger with the Borrower or the transferee entity that receives all or substantially all of the Borrower’s assets, as applicable (the “Successor Entity”), shall be a corporation or limited liability company organized and existing under the laws of the United States, any State thereof or the District of Columbia and shall expressly assume all of the obligations of the Borrower under the Loan Documents pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, (ii) immediately after giving effect to such merger, consolidation, amalgamation or sale, as applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) except as the Administrative Agent may otherwise agree, each Guarantor, unless it is the other party to such merger, consolidation, amalgamation or sale, as applicable, shall execute and deliver a reaffirmation agreement with respect to its obligations under the other Loan Documents in form and substance reasonably satisfactory to the Administrative Agent, (iv) the Successor Entity shall provide the documentation and other information to the Administrative Agent as the Administrative Agent and the Lenders reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act; provided that, the Borrower shall have notified the Administrative Agent in writing at least seven (7) Business Days prior to such merger, consolidation, amalgamation or sale, as applicable, and each Lender shall have been provided with documentation and other information it reasonably determines are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, at least five (5) Business Days prior to the consummation of such merger, consolidation, amalgamation or sale, as applicable, as has been reasonably requested in writing at least six (6) Business Days prior to such merger, consolidation, amalgamation or sale, as applicable, and (v) the Successor Entity shall deliver an officer’s certificate to the Administrative Agent to the effect that after giving effect to such merger, consolidation, amalgamation or sale, as applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom (it being understood and agreed that, if the foregoing conditions under clauses (i) through (v) are satisfied, the Successor Entity will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents); and (d) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationliquidate, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate wind up or dissolve if so long as (i) the Parent Borrower determines in good faith that such liquidation liquidation, winding up or dissolution is in the best interests interest of the Parent Borrower and its Subsidiaries and (ii) in the case of any liquidation, winding up or dissolution of any Subsidiary that is not materially disadvantageous a Guarantor, such Subsidiary shall, at or before the time of such liquidation, winding up or dissolution, transfer its assets (if any) to the LendersBorrower or another Subsidiary that is a Guarantor in the same national jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent; provided that that, no such action pursuant to clause (a), (b), (c) or (d) above is permitted if such action could reasonably be expected, in the judgment of the Borrower, to (i) have a material adverse effect on the Lenders, (ii) be disproportionately beneficial to the holders of any such merger involving a Person that is not a wholly owned Subsidiary immediately prior Material Indebtedness of the Borrower or its Subsidiaries as compared to the Lenders or (iii) be disproportionately adverse to the Lenders as compared to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisitionother holders.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve, except that, ; provided that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided that if any party to such merger is a Subsidiary Loan Party) is , a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, shall be the surviving entity Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of such mergers shall be all or substantially all of its assets to the Borrower or to a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) Loan Party and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as such term is defined in Section 7.4 below), if any, is also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None of HoldingsExcept as permitted in Section 8.5, the Parent BorrowerBorrower will not, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thatCHAR1\1185130v10 however, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party) is a , the Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, shall be the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary BorrowerPerson, as the case may be) and (iii) any Subsidiary (other than may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyParty and (iv) any Subsidiary may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition8.3.

Fundamental Changes. (a) None Mergers, Consolidations, Disposal of HoldingsAssets, the Parent Borrower, any Subsidiary Term Etc. The Borrower or any Foreign Subsidiary Borrower will------------------------------------------------- will not, nor will they it permit any of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatSubsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (other than a iv) any Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is Subsidiary shall not a wholly be permitted -------- unless the Borrower or another Subsidiary shall have owned not less than 90% of the voting stock of such Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisitionmerger.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, then (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; (iii) any Subsidiary in a transaction in which may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the surviving entity is a Subsidiary and (if any party Borrower or to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other equity interest or may liquidate or dissolve if no Default or Event of Default has occurred and is continuing or would result therefrom, and the Parent Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, however, that in no event shall any such merger involving a Person that is merger, consolidation, sale, transfer, lease or other disposition whether or not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also otherwise permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit 7.3 have the effect of releasing any Permitted AcquisitionLoan Party from any of its obligations and liabilities under this Agreement or the other Loan Documents.

Fundamental Changes. (a) None of Holdings, Neither Parent nor the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary (other than the Borrower) may merge into any other Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatSubsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Partythe Borrower ) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders, (iv) the Merger Sub may merge with the Acquired Company to consummate the Acquisition, (v) any Subsidiary may merge with another entity to implement a Permitted Acquisition and (vi) any Subsidiary of the Borrower may merge with another entity to implement a sale or other disposition of such Subsidiary otherwise permitted by this Agreement, provided that, after giving effect thereto, such Subsidiary shall no longer be a Subsidiary; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsThe Sponsor will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thatthat (i) any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into the Sponsor or any Guarantor; provided that the Sponsor or such Guarantor is the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto thereto, no Default Credit Event shall have occurred and be continuing (iA) the Sponsor or any Subsidiary may merge with a Person if the Sponsor (or such Subsidiary if the Sponsor is not a party to such merger) is the surviving Person, (B) any Subsidiary may merge into another Subsidiary or the Parent Borrower in Sponsor; provided, however, that if the Sponsor is a transaction in which party to such merger, the Parent Borrower is Sponsor shall be the surviving corporationPerson; provided, (ii) further, that if any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary BorrowersGuarantor, the surviving entity of such mergers Guarantor shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrowerthe surviving Person, as the case may be) and (iiiC) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Sponsor or to a Guarantor, and (D) any other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and Sponsor, is not materially disadvantageous to the LendersParticipants, and such Subsidiary dissolves into another Guarantor or the Sponsor; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition8.4.

Fundamental Changes. (a) None of HoldingsThe Parent and the Borrower will not, the Parent Borrowerand will not permit any Credit Party to, merge into or amalgamate or consolidate with any Subsidiary Term Borrower other Person, or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or any of the Equity Securities of any of the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into amalgamate with the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationBorrower, (ii) any Subsidiary may merge into amalgamate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatOTHER Subsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (other than a iv) any Subsidiary Loan Party) may liquidate or dissolve into the Borrower or another Credit Party if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and the Administrative Agent determines that such liquidation or dissolution is not materially disadvantageous to the Lenders, and (v) the Pre-Filing Parent may wind-up into the Parent and be dissolved; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior amalgamation or winding-up pursuant to such merger Sections 6.3(i), (ii) or (v) shall not be permitted unless also permitted the amalgamated corporation or the Parent confirms to the Administrative Agent in writing that the amalgamated corporation or the Parent is liable, by Section 6.04operation of law or otherwise, for the obligations of the Borrower or the relevant amalgamating or wound-up corporation under this Agreement. Notwithstanding The Borrower will not, and will not permit any Credit Party to, engage to any material extent in any material business other than the foregoing, this Section 6.03 shall not prohibit any Permitted AcquisitionBusiness.

Fundamental Changes. (a) None of Holdings, Neither STX nor the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor and will they not permit any of their respective Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itSTX or the Borrower or any of their respective Subsidiaries, or liquidate or dissolve, nor will STX or the Borrower sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets of the Borrower and the Subsidiaries, taken as a whole (whether directly or through the sale, transfer, lease or other disposition of the assets of one or more Subsidiaries), except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge into with STX or the Parent Borrower in a transaction in which the Parent Borrower surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof, the District of Columbia or Ireland or the Cayman Islands and, if such surviving corporationentity is not STX or the Borrower, as the case may be, such Person expressly assumes, in writing, all the obligations of STX or the Borrower, as the case may be, under the Loan Documents and provides the Lenders with requisite “know-your-customer” information as reasonably requested by a Lender, and (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; , provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04Sections 6.04 and 6.08. Notwithstanding anything to the foregoingcontrary herein, this Section 6.03 clause (a) shall not prohibit any Permitted Acquisitiona Successor Transaction in compliance with Section 6.15.

Fundamental Changes. The Borrower will not, nor will it permit any Material Subsidiary to (ax) None merge, dissolve, liquidate, consolidate or amalgamate with or into another Person or (y) sell, transfer, lease or otherwise dispose of Holdings(whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole to any Person (other than the Parent Borrowerreplacement of assets in its investment portfolio), any except that: (i) the Borrower or a Material Subsidiary Term may merge, consolidate or amalgamate with the Borrower or any Foreign Subsidiary Borrower willone or more of its Subsidiaries, nor will they permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at provided that when the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is merging with a Subsidiary, the continuing or surviving corporation, Person shall be the Borrower; (ii) any Subsidiary may merge into any Subsidiary subject to pro forma compliance with the financial covenants under Section 7.11 and no Default or Event of Default then-existing or that would result therefrom (in a transaction in which each case, determined as of the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, date of the definitive agreement with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowersthereto), the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Material Subsidiary Borrowermay merge, as the case may be) and (iii) consolidate or amalgamate with any Subsidiary (other than Person to consummate a Subsidiary Loan Party) may liquidate transaction permitted or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lendersprohibited by this Agreement; provided that any such merger involving in the case of a merger, consolidation or amalgamation of the Borrower with a Person that is not the Borrower, the Borrower shall be the continuing or surviving Person; (iii) all or substantially all of the assets of the Borrower and its Subsidiaries (upon voluntary liquidation or dissolution or otherwise) may be sold, transferred, leased or otherwise disposed of to the Borrower or a wholly owned Subsidiary; and (iv) any Material Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding may liquidate or dissolve; provided that (a) for the foregoingavoidance of doubt, nothing in this Section 6.03 7.03 shall not be deemed to limit, prohibit or restrict the Borrower or any Permitted Acquisition.Material Subsidiary from entering into, amending or modifying any Policy, any Reinsurance Agreement or any Retrocession Agreement or providing collateral security to the extent

Fundamental Changes. (a) None The Borrower will not, and will not permit any of Holdingsits Subsidiaries to, the Parent Borrowermerge into or consolidate into any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof immediately before and immediately after giving effect thereto thereto, (I) no Default or Event of Default shall have occurred and be continuing or shall result therefrom and (II) the Borrower and each of its Subsidiaries is Solvent, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge into if the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationPerson, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into any another Subsidiary in a transaction in which the surviving entity is a Subsidiary and (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party (provided thatParty, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division); provided, that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to may merge into or consolidate with itany of its Subsidiaries, provided that the Borrower shall be the continuing or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (iib) any Loan Party (other than the Borrower) may merge or consolidate with any other Loan Party (other than the Borrower), (c) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Loan Party may be merged or consolidated with or into any Loan Party, provided that such Loan Party shall be the continuing or surviving corporation, (d) any Subsidiary immediately that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party, (e) the Borrower may merge or consolidate with any other Person in a Permitted Acquisition, provided that the Borrower shall be the continuing or surviving corporation, (f) any Subsidiary that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Loan Party or, solely in the case of a Subsidiary that is not a Loan Party, another Subsidiary that is not a Loan Party, in each case, prior to or concurrently with such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoingdissolution, this Section 6.03 shall not prohibit any Permitted Acquisitionliquidation or winding up.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; PROVIDED, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; PROVIDED, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) is any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the LendersLender; provided PROVIDED, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted AcquisitionSECTION 7.4.

Fundamental Changes. (a) None of HoldingsMerge, the Parent Borrowerreorganize, consolidate or amalgamate with any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with itPerson, or liquidate liquidate, wind up its affairs or dissolvedissolve itself, in each case whether in a single transaction or in a series of related transactions, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing that (i) a Borrower may be merged or consolidated with or into any Subsidiary may merge into of its Subsidiaries provided that such Borrower shall be the Parent Borrower in a transaction in which the Parent Borrower is the continuing or surviving corporationPerson, (ii) any Subsidiary Obligor other than the Parent may merge be merged or consolidated with or into any Subsidiary in a transaction in which other Obligor other than the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatParent, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) of an Obligor which is not an Obligor may liquidate be merged or dissolve if the Parent Borrower determines in good faith consolidated with or into any Obligor provided that such liquidation Obligor shall be the continuing or dissolution is in the best interests of the Parent Borrower and surviving corporation, (iv) any Subsidiary which is not materially disadvantageous to the Lenders; provided that an Obligor may be merged or consolidated with or into any such merger involving a Person other Subsidiary that is not an Obligor, (v) any Obligor or Subsidiary thereof may be merged or consolidated with or into any Person in connection with a wholly owned Permitted Asset Disposition, (vi) any Obligor or Subsidiary immediately prior to such merger shall not thereof may be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit merged or consolidated with or into any Person in connection with a Permitted Acquisition, provided that, if such transaction involves a Borrower, such Borrower shall be the continuing or surviving Person and (vii) any Subsidiary that is not an Obligor may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; or (b) without providing 10 days prior written notice to Lender, (i) change a Borrower's name or conduct business under any new fictitious name or (ii) change a Borrower's FEIN, organizational identification number or state of organization.

Fundamental Changes. (a) None of HoldingsMerge into or consolidate with any other Person, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Reliant Default or Reliant Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge into the Parent Borrower NRG in a transaction in which the Parent Borrower NRG is the surviving corporation, (ii) any Subsidiary Person may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatRestricted Subsidiary, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Restricted Subsidiary (other than a Subsidiary Loan PartyREPS) may liquidate or dissolve if the Parent Borrower NRG determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower NRG and is not materially disadvantageous to the Lenders; provided that Xxxxxxx Parties, and (iv) any such merger involving a Person that is not a wholly owned Subsidiary immediately prior merger, consolidation, liquidation or dissolution otherwise prohibited by this Section 7.01(a) may be consummated in reliance of the General Disposition Basket (as defined below), or (b) consummate any Asset Sale (except to such merger shall not be permitted unless also the extent any transaction permitted by Section 6.04. Notwithstanding 7.01(a) constitutes an Asset Sale, which transaction shall be permitted pursuant to the terms of Section 7.01(a)); provided that, (i) NRG and/or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to NRG or to Restricted Subsidiary (as applicable), and (ii) if at the time thereof and immediately after giving effect thereto no Reliant Default or Reliant Event of Default shall have occurred and be continuing, NRG or any Subsidiary may sell, transfer, lease or otherwise dispose of (A) any of its assets (or otherwise undertake any transaction otherwise prohibited by Section 7.01(a)) provided that the aggregate fair market value (as determined by NRG in good faith) of all property disposed of in reliance on this clause 7.01(b)(ii)(A) (sub-clauses (A) and (B), the “General Disposition Basket”) from and after the date hereof shall not exceed $750,000,000, and (B) any of the assets or capital stock of Nuclear Innovation North America LLC, NRG Texas Power LLC, Elbow Creek Wind Project LLC and West Coast Power LLC and Subsidiaries of each of the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsMerge into or consolidate into any other Person, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or any line of business or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary may merge into with a Person pursuant to a Permitted Acquisition if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary, provided, that if any party to such merger is a Guarantor, the Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Loan Party) is a Subsidiary Loan Party , (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the LendersLenders and (v) any HMO Subsidiary and Insurance Subsidiary may merge with any other HMO Subsidiary, Insurance Subsidiary or Subsidiary of an HMO Subsidiary or Insurance Subsidiary; provided that (x) its assets are all disposed of pursuant to Section 2.12(a) and (y) any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.

Fundamental Changes. (a) None The Borrower will not, and will not permit any of Holdingsits Subsidiaries to, the Parent Borrowermerge into or consolidate into any other Person, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Unmatured Event of Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary, provided that if any party to such merger is a Guarantor, the Guarantor shall be the surviving Person, (iii) any Subsidiary Loan Party) may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary (other than any Subsidiary that has not complied with the provisions of Section 10.12 prior to such sale, transfer, lease or disposition), provided that if any party to such disposition is a Subsidiary Loan Party (provided thatGuarantor, with respect to any such mergers involving the Subsidiary Term Borrowers a Guarantor or the Foreign Subsidiary Borrowers, Borrower shall be the surviving entity acquirer of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrowerassets, as the case may be) and (iiiiv) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition11.4.

Fundamental Changes. (ad) None of HoldingsThe Borrower will not, the Parent Borrower, and will not permit any Subsidiary Term of the Borrower to, merge into or consolidate with any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationentity, (ii) any Subsidiary of the Borrower may merge into any Subsidiary of the Borrower in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving of the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Subsidiary of the Borrower may sell, transfer, lease or otherwise dispose of its assets so long as it does not cause a breach of any other provision of this Agreement, (iv) the Borrower may transfer its interests in a Subsidiary other than a Guarantor (while it is a Guarantor) so long as it does not cause a breach of any other provision of this Agreement and (v) any Subsidiary Loan Party) of the Borrower may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsParent shall not, the Parent Borrowerand shall not permit any Restricted Subsidiary to, merge into or consolidate or amalgamate with any Subsidiary Term Borrower other Person, or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, any Person may merge, consolidate or amalgamate with (i) any Loan Party or Restricted Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, or (ii) any Subsidiary may merge into non-Affiliate to facilitate any Subsidiary in a transaction in which acquisition or Disposition otherwise permitted by the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (Documents; provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as in the case may beof each of clauses (i) and (iiiii), each of the following conditions must be met: (A) if such merger, consolidation or amalgamation involves Parent, a Borrower or any Subsidiary Borrowing Base Loan Party, then Parent or a Borrower or Borrowing Base Loan Party, as applicable, shall be the surviving or continuing Person; and (B) other than in the case of facilitating a Subsidiary Disposition otherwise permitted by the Loan Documents, if such merger, consolidation or amalgamation involves any other Loan Party) may liquidate , a Loan Party shall be the surviving or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenderscontinuing Person; provided that further that, in each case, any such merger merger, consolidation or amalgamation involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger merger, consolidation or amalgamation shall not be permitted unless it is also permitted by Section 6.04. Notwithstanding 6.6 and, in the foregoingcase of a Person that is an Unrestricted Subsidiary immediately prior to such merger, this consolidation or amalgamation, Section 6.03 shall not prohibit any Permitted Acquisition5.17.

Fundamental Changes. (a) None of Holdings, the Parent Borrower, any Subsidiary Term The Borrower or any Foreign Subsidiary Borrower willwill not, nor will they it permit any Cargill Subsidiary to, convert or merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Person may convert or merge into any Cargill Subsidiary in a transaction in which the surviving entity is a Cargill Subsidiary and (if any party to such conversion or merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided thatParty, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iii) any Cargill Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the LendersLenders and (iv) any Cargill Subsidiary may convert, consolidate or merge with or into any other Person or Persons if (A) after the consummation of such transaction, such Cargill Subsidiary is no longer a Subsidiary and (B) such transaction is permitted by Section 6.05 (it being understood that any such transaction shall be deemed to be a sale of such Subsidiary for the purposes of Section 6.05); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) None of HoldingsThe Borrower will not, the Parent Borrowerand will not permit any Restricted Subsidiary to, merge into or consolidate into any Subsidiary Term Borrower other Person, or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each ease, whether now owned or hereafter acquired) or all or substantially all of the Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom (i) the Borrower or any Restricted Subsidiary may merge into with a Person if the Parent surviving Person is (x) the Borrower in a transaction in which or (y) if the Parent Borrower is the surviving corporationnot a party to such merger, is (or will become simultaneously with such merger) a Restricted Subsidiary, (ii) any Restricted Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Restricted Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers Person shall be (or shall become simultaneously with such merger) a Subsidiary Term Borrower or a Foreign Subsidiary BorrowerLoan Party, as the case may be) and (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise Dispose of all or substantially all of its assets to the Borrower or to another Restricted Subsidiary; provided that if the Restricted Subsidiary Disposing of such assets is a Loan Party, then either (x) the Restricted Subsidiary to which such assets are transferred shall be (or shall become simultaneously with such transfer) a Loan Party or (y) the Investment resulting from such Disposition is permitted under Section 7.6, (iv) any Restricted Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and and, in the case of a Restricted Subsidiary that is a Loan Party, is not materially disadvantageous to the Lenders; provided that any , (v) the Capital Stock of a Restricted Subsidiary may be sold so long as such merger involving sale is permitted under clause (b) of Section 7.6 and (vi) EVO Payment Systems, LLC (x) may sell its sole asset, which is the Capital Stock in EVO Payments International Corp. – Canada to EVO Merchant Services UK 1 Ltd., a Person that is not a wholly owned wholly-owned, indirect Subsidiary immediately prior to of the Borrower and (y) following such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoingsale, this Section 6.03 shall not prohibit any Permitted Acquisitionmay dissolve.

Fundamental Changes. (a) None of HoldingsExcept as permitted in Section 8.5, the Parent BorrowerBorrower will not, and will not permit any Subsidiary Term Borrower to, merge into or consolidate into any Foreign Subsidiary Borrower willother Person, nor will they or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party) is a , the Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, shall be the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary BorrowerPerson, as the case may be) and (iii) any Subsidiary (other than may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyParty and (iv) any Subsidiary may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition8.3.

Fundamental Changes. (a) None of HoldingsThe Parent and the Borrower will not, the Parent Borrowerand will not permit any Restricted Subsidiary to, merge into or consolidate into any Subsidiary Term Borrower other Person, or any Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiary (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary the Borrower may merge into with a Person if the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationPerson, (ii) any Subsidiary Loan Party may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a another Subsidiary Loan Party, (iii) the Parent and any Restricted Subsidiary may merge with a Person if the Parent or such Restricted Subsidiary is the surviving Person (unless the Borrower or another Subsidiary Loan Party is the surviving Person), (iv) any Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party (provided that, with respect to any such mergers involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such mergers shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be) and (iiiv) any Subsidiary (other than a Subsidiary Loan PartyRestricted Subsidiary) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition7.4.